TIDMCRWN
Crown Place VCT PLC
LEI number: 213800SYIQPA3L3T1Q68
As required by the UK Listing Authority's Disclosure Guidance
and Transparency Rule 4.2, Crown Place VCT PLC (the "Company")
today makes public its information relating to the Half-yearly
Financial Report (which is unaudited) for the six months to 31
December 2021. This announcement was approved by the Board of
Directors on 1 March 2022.
The full Half-yearly Financial Report for the period to 31
December 2021 will shortly be sent to shareholders and will be
available on the Albion Capital Group LLP website by clicking
www.albion.capital/funds/CRWN/31Dec21.pdf.
Investment policy
The Company invests in a broad portfolio of smaller, unquoted
growth businesses across a variety of sectors including higher risk
technology companies. Investments take the form of equity or a
mixture of equity and loans.
Whilst allocation of funds is determined by the investment
opportunities which are available, efforts are made to ensure that
the portfolio is diversified both in terms of sector and stage of
maturity of investee businesses. Funds held pending investment or
for liquidity purposes are principally held as cash on deposit.
Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses
within venture capital trust qualifying industry sectors using a
mixture of securities, as permitted. The maximum amount which the
Company will invest in a single portfolio company is 15 per cent.
of the Company's assets at cost thus ensuring a spread of
investment risk. The value of an individual investment may increase
over time as a result of trading progress and it is possible that
it may grow in value to a point where it represents a significantly
higher proportion of total assets prior to a realisation
opportunity being available.
The Company's maximum exposure in relation to gearing is
restricted to the amount of its adjusted share capital and
reserves. The Directors do not have any intention of utilising
long-term gearing.
Financial calendar
Record date for second interim dividend 11 March 2022
Payment date of second interim dividend 31 March 2022
Financial year end 30 June 2022
Financial summary
Six months ended Six months ended Year ended
31 December 2021 31 December 2020 30 June 2021
(pence per share) (pence per share) (pence per share)
Opening net asset
value 34.79 33.14 33.14
Capital return/(loss) 1.25 0.84 5.58
Revenue return/(loss) 0.09 (0.02) (0.03)
----------------- ----------------- -----------------
Total return 1.34 0.82 5.55
Dividends paid (2.37) (2.83) (3.61)
Impact from share
capital movements - - (0.29)
----------------- ----------------- -----------------
Closing net asset
value 33.76 31.13 34.79
Shareholder return and shareholder value (pence per share)
Shareholder return from launch to April 2005:
Total dividends paid to 6 April 2005(i) 24.93
Decrease in net asset value (56.60)
----------------------------------------------------------- -----------------
Total shareholder return to 6 April 2005 (31.67)
----------------------------------------------------------- -----------------
Shareholder return from April 2005 to 31 December
2021
(period that Albion Capital has been investment manager):
Total dividends paid 40.78
Decrease in net asset value (9.64)
----------------------------------------------------------- -----------------
Total shareholder return from April 2005 to 31 December
2021 31.14
----------------------------------------------------------- -----------------
Shareholder value since launch:
Total dividends paid to 31 December 2021(i) 65.71
Net asset value as at 31 December 2021 33.76
----------------------------------------------------------- -----------------
Total shareholder value as at 31 December 2021 99.47
----------------------------------------------------------- -----------------
Notes
(i) Prior to 6 April 1999, Venture Capital Trusts were able to add 20 per cent. to dividends and figures for the period up until 6 April 1999 are included at the gross equivalent rate actually paid to shareholders.
In addition to the dividends above, the Board has declared a
second interim dividend for the year ending 30 June 2022 of 0.84
pence per share to be paid on 31 March 2022 to shareholders on the
register on 11 March 2022. Further details on the dividends paid by
the Company can be found at www.albion.capital/funds/CRWN under
'Dividend History'.
Interim management report
Results
I am pleased to report that, for the six-month period to 31
December 2021, your Company achieved a total return of 1.34 pence
per share, representing a 3.8% uplift on the opening net asset
value.
Following the payment of dividends totalling 2.37 pence per
share during the period, the net asset value as at 31 December 2021
was 33.76 pence per share (30 June 2021: 34.79 pence per
share).
Portfolio review
The Company's unrealised and realised gains amounted to GBP3.7
million for the six months to 31 December 2021. The key upward
valuation movements in the period included: a GBP1.4 million uplift
in Credit Kudos; a GBP0.6 million uplift in Radnor; and an uplift
of GBP0.4 million in Elliptic. Against this, Concirrus was written
down by GBP0.6 million.
During the period the Company sold its holding in MPP Global
Solutions for GBP0.7 million, delivering 1.3 times return on cost.
Innovation Broking Group was also sold for GBP0.3 million, which
delivered a 10 times return on cost. Against this, we have realised
a loss of GBP0.2 million on the investment in Xperiome, which
unfortunately went into administration following the period
end.
During the six month period, the Company deployed GBP1.8 million
into qualifying investments (31 December 2020: GBP3.9 million).
Further investments were made into existing portfolio companies to
support their continuing growth, most notably: GBP1.0 million into
Oviva, a technology enabled service business in medical nutritional
therapy; GBP0.4 million into Elliptic which is a provider of Anti
Money Laundering services to digital asset institutions; and GBP0.3
million into The Evewell which is an operator and developer of
women's health centres focusing on fertility.
Further details of the portfolio of investments can be found
below.
Investment portfolio by sector
The chart at the end of this announcement illustrates the
composition of the portfolio by industry sector as at 31 December
2021.
Dividends
In line with the variable dividend policy targeting an annual
dividend yield of 5% on the prevailing net asset value, the first
interim dividend for the current financial year of 0.87 pence per
share, together with a special dividend of 1.50 pence per share,
was paid on 30 November 2021. A second interim dividend of 0.84
pence per share will be paid on 31 March 2022 to shareholders on
the register on 11 March 2022. The Board aims to maintain this
level of annualised dividend distribution, in percentage terms,
going forward, subject to the availability of cash resources and
distributable reserves.
Dividends are paid free of tax to shareholders. Qualifying
shareholders who elect to participate in the Dividend Reinvestment
Scheme will be able, in respect of further dividends, to receive
their dividends in the form of new shares rather than cash, which
will entitle them to income tax relief at the current rate of 30%
(new shares have to be held for at least five years to retain the
tax relief). Further details of the Dividend Reinvestment Scheme
can be found on the Company's webpage on the Manager's website at
www.albion.capital/funds/CRWN.
Risks and uncertainties
The wide-reaching implications arising from the coronavirus
(Covid-19) pandemic is the key risk facing the Company, including
its impact on the UK and global economies. While many of our
portfolio companies have shown remarkable growth and resilience
during the pandemic, there are some underlying portfolio companies
that continue to be adversely affected. The Manager is continually
assessing the exposure to such risks for each portfolio company
alongside its management, and appropriate mitigating actions, where
possible, are being implemented.
Other risks and uncertainties remain unchanged and are as
detailed in note 13. The Board considers that the processes for
mitigating these risks remain appropriate.
Share buy-backs
It remains the Board's primary objective to maintain sufficient
resources for investment in existing and new portfolio companies
and for the continued payment of dividends to shareholders. The
Board's policy is to buy back shares in the market, subject to the
overall constraint that such purchases are in the Company's
interest, and it is the Board's intention for such share buy-backs
to be in the region of a 5% discount to net asset value, so far as
market conditions and liquidity permit.
During the period, the Company bought back and held in treasury
2,332,510 shares at a total cost of GBP757,000, in-line with the
share buy-back policy.
Transactions with the Manager
Details of the transactions that took place with the Manager in
the period can be found in note 5.
Albion VCTs' Prospectus Top Up Offers
Your Board, in conjunction with the boards of other VCTs managed
by Albion Capital Group LLP, launched a prospectus top up offer of
new Ordinary shares on 6 January 2022. The Board announced on 31
January 2022 that, following strong demand for the Company's
shares, it had elected to exercise its GBP5 million over-allotment
facility, taking the total offer to GBP12 million.
The first allotment of the shares under the Offer was on 25
February 2022. Details of the allotment can be found in note 10.
The proceeds of the Offer will be used to provide further resources
at a time when a number of attractive investment opportunities are
being seen.
Outlook
We are encouraged by the resilience of the portfolio and many of
the companies in which we have invested continue to show strong
growth, despite the uncertainties as to the full extent of the
ongoing economic and societal impact of coronavirus (Covid-19). It
continues to be our priority to support our existing portfolio and
to make new investments in businesses that can innovate and grow.
The Board remains confident that the Company's portfolio has the
potential to generate long-term value for shareholders.
Penny Freer
Chairman
1 March 2022
Responsibility statement
The Directors, Penny Freer, James Agnew, Pam Garside and Ian
Spence, are responsible for preparing the Half-yearly Financial
Report. In preparing these condensed Financial Statements for the
period to 31 December 2021 we, the Directors of the Company,
confirm that to the best of our knowledge:
(a) the condensed set of Financial Statements, which has been
prepared in accordance with Financial Reporting Standard 104
"Interim Financial Reporting", gives a true and fair view of the
assets, liabilities, financial position and profit and loss of the
Company as required by DTR 4.2.4R;
(b) the Interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events
during the first six months and description of principal risks and
uncertainties for the remaining six months of the year); and
(c) the Interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
This Half-yearly Financial Report has not been audited or
reviewed by the Auditor.
For and on behalf of the Board
Penny Freer
Chairman
1 March 2022
Portfolio of investments
As at 31 December 2021 As at 30 June 2021
(unaudited) (audited)
-------------------------------
%
voting Cost Value Cost Value Change in value for the period*
Portfolio company Nature of business rights GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------- --------------------------------------------------------------- ------- --------- ------------- --------- --------- -------------------------------
Quantexa Limited Network analytics platform to detect financial crime 1.7 1,797 10,119 1,797 10,090 29
Proveca Limited Reformulation of medicines for children 6.1 974 4,071 974 3,929 142
A technology enabled service business in Medical Nutritional
Oviva AG Therapy (MNT) 1.9 1,766 3,533 781 2,463 85
Radnor House School
(TopCo) Limited Independent school for children aged 2-18 years 8.7 1,592 3,353 1,592 2,767 586
Chonais River Hydro Owner and operator of a 2 MW hydro-power scheme in
Limited the Scottish Highlands 14.0 1,549 2,962 1,549 3,090 (128)
The Evewell Group Operator and developer of women's health centres focusing
Limited on fertility 5.1 1,240 2,403 894 1,734 323
Credit Kudos Challenger credit bureau helping lenders optimise
Limited and automate their affordability and risk assessments 2.1 454 1,876 454 454 1,422
Phrasee Limited AI platform that generates optimised marketing campaigns 2.7 617 1,830 617 1,606 224
Gharagain River Owner and operator of a 1 MW hydro-power scheme in
Hydro Limited the Scottish Highlands 15.0 1,116 1,617 1,116 1,658 (41)
Elliptic
Enterprises Provider of anti-money laundering services to digital
Limited asset institutions 0.8 1,114 1,529 724 737 402
Threadneedle
Software Holdings
Limited (T/A
Solidatus) Provider of data lineage software 2.0 1,239 1,239 1,239 1,239 -
Egress Software
Technologies
Limited Encrypted email and file transfer service provider 0.9 306 1,210 306 1,064 146
Cantab Research
Limited (T/A Provider of low footprint automated speech recognition
Speechmatics) software 1.9 779 1,164 779 1,164 -
Beddlestead Limited Developer and operator of a dedicated wedding venue 8.2 1,060 1,105 1,060 844 261
Provider of an online platform delivering family centric
Healios Limited psychological care 2.6 688 1,081 688 1,081 -
Black Swan Data
Limited Data analysis that supports corporate decision making 0.3 962 1,022 962 1,151 (129)
A patient engagement and data capture platform for
uMotif Limited use in research 3.4 1,022 965 1,022 1,062 (97)
Arecor Therapeutics Development of biopharmaceuticals through the application
PLC of a formulation technology platform 0.8 290 893 290 544 349
The Voucher Market
Limited (T/A A cloud platform that enables corporates to purchase
WeGift) digital gift cards 2.1 828 828 828 828 -
The Street by
Street Solar Owner and operator of photovoltaic systems on domestic
Programme Limited properties 4.4 461 820 461 809 11
NuvoAir Holdings Digital therapeutics and decentralised clinical trials
Inc. for respiratory conditions 1.8 555 788 555 555 233
Panaseer Limited Provider of cyber security services 1.4 510 753 510 753 -
Convertr Media
Limited Digital lead generation software 4.3 680 708 680 705 3
Provider of a platform for collecting data from pharmaceutical
MyMeds&Me Limited adverse events 4.6 440 666 440 569 97
Gravitee Topco
Limited (T/A
Gravitee.io) API management platform 2.8 608 608 608 608 -
Aridhia Informatics
Limited Healthcare informatics and analysis provider 2.3 442 577 442 402 175
Regenerco Renewable Generator of renewable energy from roof top solar
Energy Limited installations 3.4 344 557 344 548 9
Koru Kids Limited Online marketplace connecting parents and nannies 1.6 338 526 338 373 153
Alto Prodotto Wind Owner and operator of community scale wind energy
Limited projects 4.1 296 464 307 498 (18)
Oxsensis Limited Developer and producer of high temperature sensors 1.6 421 439 386 382 22
A provider of a connectivity solution, connecting
financial institutions with trading venues via a single
TransFICC Limited API 1.5 220 428 220 220 208
InCrowd Sports
Limited Developer of mobile apps for professional sports clubs 2.5 318 428 318 432 (4)
Locum's Nest Provider of a technology solution for the management
Limited of locum doctors for the NHS 4.6 400 424 400 424 -
Seldon Technologies Software that enables enterprises to deploy Machine
Limited Learning models in production 2.2 424 424 424 424 -
Limitless
Technology Provider of a customer service platform powered by
Limited the crowd and machine learning technology 1.5 412 412 412 453 (41)
Software and services for non-interventional clinical
Cisiv Limited trials 3.0 278 411 278 267 144
MHS 1 Limited Education 6.9 481 403 481 403 -
Brytlyt Limited GPU database 2.3 396 396 396 396 -
Provider of automated software testing and an enhanced
Imandra Inc. learning experience for artificial neural networks 1.1 155 381 106 324 8
DySIS Medical
Limited Medical devices for the detection of cervical cancer 1.4 1,038 270 1,038 289 (19)
Accelex Technology Data extraction and analytics technology for private
Limited capital markets 2.4 222 222 222 222 -
A software provider bringing real-time behavioural
data analytics to the marine and transport insurance
Concirrus Limited industries 1.5 755 189 755 755 (566)
Owner and operator of photovoltaic systems on domestic
AVESI Limited properties 3.8 123 162 123 163 (1)
uMedeor Limited Middleware technology platform that enables life science
(T/A uMed) organisations to conduct medical research programmes 1.4 152 152 152 152 -
Zift Channel
Solutions Inc. Business collaboration and communication solutions 0.6 321 127 321 90 37
Greenenerco Limited Owner and operator of a 500kW wind project 1.9 51 82 52 87 (2)
Refurbisher and manufacturer of MEMS and semiconductor
memsstar Limited fabrication equipment 3.0 64 57 64 63 (6)
A designer and manufacturer of radiation detection
Symetrica Limited equipment 0.2 50 40 50 40 -
Developer of software to improve decision making through
Avora Limited augmented analytics and machine learning 2.8 510 12 510 193 (181)
Palm Tree
Technology
Limited Software company 0.2 102 6 102 6 -
Forward Clinical
Limited (T/A A secure mobile communication and collaboration platform
Pando) in healthcare 1.5 184 5 184 5 -
Sandcroft Avenue
Limited (T/A
Hussle) A provider of flexible access to gyms 0.9 172 2 172 10 (8)
Abcodia Limited Validation and discovery of serum biomarkers 1.7 315 1 315 2 (1)
Avanti
Communications
Limited Supplier of satellite communications 0.1 136 1 136 1 -
Kew Green VCT
(Stansted) Operator of a Holiday Inn Express hotel at Stansted
Limited Airport 2.0 22 1 22 1 -
Mirada Medical
Limited Developer of medical imaging software 5.7 511 - 511 - -
Other holdings 422 382 422 380 2
------------------------------------------------------------------------------------ ------- --------- ------------- --------- --------- -------------------------------
Total fixed asset investments 32,720 55,124 30,929 49,509 3,829
--------------------------------------------------------------------------------------------- --------- ------------- --------- --------- -------------------------------
* As adjusted for additions and disposals between the two
accounting periods.
The total comparative cost and valuations for 30 June 2021 do
not agree to the Annual Report and Financial Statements for the
year ended 30 June 2021 as the above list does not include brought
forward investments that were fully disposed of in the period.
Opening Total Gain/(loss) on
carrying Disposal realised opening
Cost value* proceeds gain/(loss) value
Realisations in the period to 31 December 2021 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------------------ -------- --------- --------- ------------ --------------
Disposals:
------------------------------------------------
MPP Global Solutions Limited 550 550 730 180 180
Innovation Broking Group Limited 27 194 278 251 84
Loan stock repayments and other:
------------------------------------------------
Alto Prodotto Wind Limited 11 16 16 5 -
Greenenerco Limited 2 3 3 1 -
Xperiome Limited** 360 238 - (360) (238)
Escrow adjustments and other*** - - 110 110 110
Total fixed asset investment realisations 950 1,001 1,137 187 136
------------------------------------------------ -------- --------- --------- ------------ --------------
* as adjusted for additions during the year.
** in administration.
*** These comprise fair value movements on deferred
consideration on previously disposed investments, release of the
G.Network Communications discount which is treated as a financing
transaction, and expenses which are incidental to the purchase or
disposal of an investment.
Total change in value of investments 3,829
Movement in loan stock accrued interest (229)
-----
Unrealised gains sub-total 3,600
Realised gains in current period 136
Total gains on investments as per condensed income
statement 3,736
------------------------------------------------------- -----
Condensed income statement
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2021 31 December 2020 30 June 2021
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------------------------------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Gains on investments 3 - 3,736 3,736 - 2,078 2,078 - 13,016 13,016
Investment income 4 453 - 453 311 - 311 820 - 820
Investment Manager's fees 5 (67) (947) (1,014) (140) (420) (560) (497) (1,490) (1,987)
Other expenses (196) - (196) (204) - (204) (386) - (386)
------- ------- ------- ------- ------- ------- ------- ------- -------
Profit/(loss) on ordinary activities before tax 190 2,789 2,979 (33) 1,658 1,625 (63) 11,526 11,463
Tax on ordinary activities - - - - - - - - -
------- ------- ------- ------- ------- ------- ------- ------- -------
Profit/(loss) and total comprehensive income attributable
to shareholders 190 2,789 2,979 (33) 1,658 1,625 (63) 11,526 11,463
------- ------- ------- ------- ------- ------- ------- ------- -------
Basic and diluted earnings/(loss) per Ordinary share
(pence)* 7 0.09 1.25 1.34 (0.02) 0.84 0.82 (0.03) 5.58 5.55
------- ------- ------- ------- ------- ------- ------- ------- -------
* Adjusting for treasury shares.
Comparative figures have been extracted from the unaudited
Half-yearly Financial Report for the six months ended 31 December
2020 and the audited statutory accounts for the year ended 30 June
2021.
The accompanying notes form an integral part of this Half-yearly
Financial Report.
The total column of this condensed income statement represents
the profit and loss account of the Company. The supplementary
revenue and capital columns are prepared under guidance published
by The Association of Investment Companies.
Condensed balance sheet
Unaudited Unaudited Audited
31 December 2021 31 December 2020 30 June 2021
Note GBP'000 GBP'000 GBP'000
---------------------- ---------------- ---------------- ------------
Fixed asset
investments 55,124 45,917 50,454
Current assets
Trade and other
receivables 1,938 1,107 1,213
Cash and cash
equivalents 19,147 14,977 27,426
---------------- ---------------- ------------
21,085 16,084 28,639
Total assets 76,209 62,001 79,093
Payables: amounts
falling due within one
year
Trade and other
payables less than
one year (771) (371) (1,443)
Total assets less
current liabilities 75,438 61,630 77,650
---------------- ---------------- ------------
Equity attributable to
equity holders
Called up share
capital 8 2,547 2,229 2,521
Share premium 23,814 14,219 23,011
Unrealised capital
reserve 22,192 12,960 18,643
Realised capital
reserve 9,145 5,720 9,905
Other distributable
reserve 17,740 26,502 23,570
---------------- ---------------- ------------
Total equity
shareholders' funds 75,438 61,630 77,650
---------------- ---------------- ------------
Basic and diluted net
asset value per share
(pence)* 33.76 31.13 34.79
---------------- ---------------- ------------
* Excluding treasury shares.
Comparative figures have been extracted from the unaudited
Half-yearly Financial Report for the six months ended 31 December
2020 and the audited statutory accounts for the year ended 30 June
2021.
The accompanying notes form an integral part of this Half-yearly
Financial Report.
These Financial Statements were approved by the Board of
Directors, and authorised for issue on 1 March 2022 and were signed
on its behalf by:
Penny Freer
Chairman
Company number 03495287
Condensed statement of changes in equity
Unrealised Realised
Called up Share capital capital
share capital premium reserve reserve* Other distributable reserve* Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------------------------------
As at 1 July 2021 2,521 23,011 18,643 9,905 23,570 77,650
Profit/(loss) and total comprehensive income - - 3,600 (811) 190 2,979
Transfer of previously unrealised gains on disposal
of investments - - (51) 51 - -
Dividends paid - - - - (5,263) (5,263)
Purchase of shares for treasury (including costs) - - - - (757) (757)
Issue of equity 25 821 - - - 846
Cost of issue of equity - (17) - - - (17)
-------------- -------- ---------- --------- ---------------------------- --------
As at 31 December 2021 2,547 23,814 22,192 9,145 17,740 75,438
---------------------------------------------------- -------------- -------- ---------- --------- ---------------------------- --------
As at 1 July 2020 2,200 13,366 12,032 4,990 32,685 65,273
Profit/(loss) and total comprehensive income - - 1,815 (157) (33) 1,625
Transfer of previously unrealised gains on disposal
of investments - - (887) 887 - -
Dividends paid - - - - (5,582) (5,582)
Purchase of shares for treasury (including costs) - - - - (568) (568)
Issue of equity 29 871 - - - 900
Cost of issue of equity - (18) - - - (18)
-------------- -------- ---------- --------- ---------------------------- --------
As at 31 December 2020 2,229 14,219 12,960 5,720 26,502 61,630
-------------- -------- ---------- --------- ---------------------------- --------
As at 1 July 2020 2,200 13,366 12,032 4,990 32,685 65,273
Profit/(loss) and total comprehensive income - - 11,564 (38) (63) 11,463
Transfer of previously unrealised gains on disposal
of investments - - (4,953) 4,953 - -
Dividends paid - - - - (7,314) (7,314)
Purchase of shares for treasury (including costs) - - - - (1,738) (1,738)
Issue of equity 321 9,874 - - - 10,195
Cost of issue of equity - (229) - - - (229)
As at 30 June 2021 2,521 23,011 18,643 9,905 23,570 77,650
---------------------------------------------------- -------------- -------- ---------- --------- ---------------------------- --------
* Included within these reserves is an amount of GBP26,885,000
(31 December 2020: GBP27,036,000; 30 June 2021: GBP28,289,000)
which is considered distributable.
Condensed statement of cash flows
Unaudited Audited
six months ended Unaudited year ended
31 December six months ended 30 June
2021 31 December 2020 2021
GBP'000 GBP'000 GBP'000
------------------------
Cash flow from operating
activities
Loan stock income
received 223 297 1,033
Deposit interest received 1 1 2
Dividend income received - 4 13
Investment Manager's fees
paid (1,504) (572) (1,110)
Other cash payments (217) (225) (398)
Corporation tax paid - - -
----------------- ----------------- -----------
Net cash flow from
operating activities (1,497) (495) (460)
----------------- ----------------- -----------
Cash flow from investing
activities
Purchase of fixed asset
investments (2,514) (3,867) (8,326)
Disposal of fixed asset
investments 1,072 629 11,156
Net cash flow from
investing activities (1,442) (3,238) 2,830
----------------- ----------------- -----------
Cash flow from financing
activities
Issue of share capital - - 8,789
Cost of issue of equity (2) (17) (20)
Equity dividends paid (4,417) (4,671) (6,106)
Purchase of own shares
for treasury (including
costs) (921) (568) (1,573)
Net cash flow from
financing activities (5,340) (5,256) 1,090
(Decrease)/increase in
cash and cash
equivalents (8,279) (8,989) 3,460
Cash and cash equivalents
at the start of the
period 27,426 23,966 23,966
----------------- ----------------- -----------
Cash and cash equivalents
at the end of the
period 19,147 14,977 27,426
----------------- ----------------- -----------
Notes to the unaudited condensed Financial Statements
1. Basis of preparation
The condensed Financial Statements have been prepared in
accordance with applicable United Kingdom law and accounting
standards, including Financial Reporting Standard 102 ("FRS 102"),
Financial Reporting Standard 104 -- Interim Financial Reporting
("FRS 104"), and with the Statement of Recommended Practice
"Financial Statements of Investment Trust Companies and Venture
Capital Trusts" ("SORP") issued by The Association of Investment
Companies ("AIC"). The Financial Statements have been prepared on a
going concern basis.
The preparation of the Financial Statements requires management
to make judgements and estimates that affect the application of
policies and reported amounts of assets, liabilities, income and
expenses. The most critical estimates and judgements relate to the
determination of carrying value of investments at Fair Value
Through Profit and Loss ("FVTPL") in accordance with FRS 102
sections 11 and 12. The Company values investments by following the
International Private Equity and Venture Capital Valuation ("IPEV")
Guidelines as updated in 2018 and further detail on the valuation
techniques used are outlined in note 2 below.
The Half-yearly Financial Report has not been audited, nor has
it been reviewed by the auditor pursuant to the FRC's guidance on
Review of interim financial information.
Company information is shown on page 2 of the full Half-yearly
Financial Report.
2. Accounting policies
Fixed asset investments
The Company's business is investing in financial assets with a
view to profiting from their total return in the form of income and
capital growth. This portfolio of financial assets is managed and
its performance evaluated on a fair value basis, in accordance with
a documented investment policy, and information about the portfolio
is provided internally on that basis to the Board.
In accordance with the requirements of FRS 102, those
undertakings in which the Company holds more than 20 per cent. of
the equity as part of an investment portfolio are not accounted for
using the equity method. In these circumstances the investment is
measured at FVTPL.
Upon initial recognition (using trade date accounting)
investments, including loan stock, are classified by the Company as
FVTPL and are included at their initial fair value, which is cost
(excluding expenses incidental to the acquisition which are written
off to the Income statement).
Subsequently, the investments are valued at 'fair value', which
is measured as follows:
-- Investments listed on recognised exchanges are valued at their bid prices
at the end of the accounting period or otherwise at fair value based on
published price quotations;
-- Unquoted investments, where there is not an active market, are valued
using an appropriate valuation technique in accordance with the IPEV
Guidelines. Indicators of fair value are derived using established
methodologies including earnings multiples, revenue multiples, the level
of third party offers received, cost or price of recent investment rounds,
net assets and industry valuation benchmarks. Where price of recent
investment is used as a starting point for estimating fair value at
subsequent measurement dates, this has been benchmarked using an
appropriate valuation technique permitted by the IPEV guidelines;
-- In situations where cost or price of recent investment is used,
consideration is given to the circumstances of the portfolio company
since that date in determining fair value. This includes consideration of
whether there is any evidence of deterioration or strong definable
evidence of an increase in value. In the absence of these indicators, the
investment in question is valued at the amount reported at the previous
reporting date. Examples of events or changes that could indicate a
diminution include:
-- the performance and/or prospects of the underlying business are
significantly below the expectations on which the investment was
based;
-- a significant adverse change either in the portfolio company's
business or in the technological, market, economic, legal or
regulatory environment in which the business operates; or
-- market conditions have deteriorated, which may be indicated by a
fall in the share prices of quoted businesses operating in the
same or related sectors.
Investments are recognised as financial assets on legal
completion of the investment contract and are de-recognised on
legal completion of the sale of an investment.
Dividend income is not recognised as part of the fair value
movement of an investment, but is recognised separately as
investment income through the other distributable reserve when a
share becomes ex-dividend.
Current assets and payables
Receivables (including debtors due after more than one year),
payables and cash are carried at amortised cost, in accordance with
FRS 102. Debtors due after more than one year meet the definition
of a financing transaction held at amortised cost, and interest
will be recognised through capital over the credit period using the
effective interest method. There are no financial liabilities other
than payables.
Investment income
Equity income
Dividend income is included in revenue when the investment is
quoted ex-dividend.
Unquoted loan stock income
Fixed returns on non-equity shares and debt securities are
recognised when the Company's right to receive payment and expect
settlement is established. Where interest is rolled up and/or
payable at redemption then it is recognised as income unless there
is reasonable doubt as to its receipt.
Bank interest income
Interest income is recognised on an accruals basis using the
rate of interest agreed with the bank.
Investment management fee, performance incentive fee and other
expenses
All expenses have been accounted for on an accruals basis.
Expenses are charged through the other distributable reserve except
the following which are charged through the realised capital
reserve:
-- 90% of management fees and 100% of performance incentive fees, if any,
are allocated to the realised capital reserve. This changed from 75% for
both management fees and performance incentive fees in the year ended 30
June 2021, to better align with the Board's expectation that over the
long term the majority of the Company's investment returns will be in the
form of capital gains.
-- expenses which are incidental to the purchase or disposal of an
investment are charged through the realised capital reserve.
Taxation
Taxation is applied on a current basis in accordance with FRS
102. Current tax is tax payable (refundable) in respect of the
taxable profit (tax loss) for the current period or past reporting
periods using the tax rates and laws that have been enacted or
substantively enacted at the financial reporting date. Taxation
associated with capital expenses is applied in accordance with the
SORP.
Deferred tax is provided in full on all timing differences at
the reporting date. Timing differences are differences between
taxable profits and total comprehensive income as stated in the
Financial Statements that arise from the inclusion of income and
expenses in tax assessments in periods different from those in
which they are recognised in the Financial Statements. As a VCT the
Company has an exemption from tax on capital gains. The Company
intends to continue meeting the conditions required to obtain
approval as a VCT in the foreseeable future. The Company therefore,
should have no material deferred tax timing differences arising in
respect of the revaluation or disposal of investments and the
Company has not provided for any deferred tax.
Share capital and reserves
Called up share capital
This accounts for the nominal value of the Company's shares.
Share premium
This reserve accounts for the difference between the price paid
for the Company's shares and the nominal value of those shares,
less issue costs.
Capital redemption reserve
This reserve accounts for amounts by which the issued share
capital is diminished through the repurchase and cancellation of
the Company's own shares.
Unrealised capital reserve
Increases and decreases in the valuation of investments held at
the period end against cost, are included in this reserve.
Realised capital reserve
The following are disclosed in this reserve:
-- gains and losses compared to cost on the realisation of investments, or
permanent diminution in value;
-- expenses, together with the related taxation effect, charged in
accordance with the above policies; and
-- dividends paid to equity holders where paid out by capital.
Other distributable reserve
The special reserve, treasury share reserve and the revenue
reserve were combined in 2012 to form a single reserve named other
distributable reserve.
This reserve accounts for movements from the revenue column of
the Income statement, the payment of dividends, the buy-back of
shares and other non-capital realised movements.
Dividends
Dividends by the Company are accounted for in the period in
which the liability to make the payment has been established or
approved at the Annual General Meeting.
Segmental reporting
The Directors are of the opinion that the Company is engaged in
a single operating segment of business, being investment in smaller
companies principally based in the UK.
3. Gains on investments
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2021 31 December 2020 30 June 2021
GBP'000 GBP'000 GBP'000
-------------------------
Unrealised gains on fixed
asset investments 3,600 1,815 11,564
Realised gains on fixed
asset investments 136 263 1,452
----------------- ----------------- -------------
3,736 2,078 13,016
----------------- ----------------- -------------
4. Investment income
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2021 31 December 2020 30 June 2021
GBP'000 GBP'000 GBP'000
----------------------
Loan stock interest 452 306 806
UK dividend income - 4 13
Bank deposit interest 1 1 1
----------------- ----------------- -------------
453 311 820
----------------- ----------------- -------------
5. Investment management fees
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2021 31 December 2020 30 June 2021
Revenue Capital Total Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------ -------- -------- -------- -------- -------- -------- -------- -------- --------
Investment
management
fee 67 608 675 140 420 560 291 873 1,164
Performance
incentive
fee - 339 339 - - - 206 617 823
-------- -------- -------- -------- -------- -------- -------- -------- --------
67 947 1,014 140 420 560 497 1,490 1,987
Further details of the management agreement under which the
investment management fee is paid are given on pages 15 and 16 of
the Strategic report in the Annual Report and Financial Statements
for the year ended 30 June 2021.
During the period, services of a total value of GBP700,000 (31
December 2020: GBP585,000; 30 June 2021: GBP1,214,000) were
purchased by the Company from Albion Capital Group LLP; comprising
GBP675,000 management fee and GBP25,000 administration fee. For the
period to 31 December 2021, a performance incentive fee of
GBP339,000 has been accrued, however any performance incentive fee
is calculated on year end results and payable in line with the
Management agreement (31 December 2020: GBPnil; 30 June 2021:
GBP823,000). At the financial period end, the amount due to Albion
Capital Group LLP disclosed as payable or accrued was GBP684,500
(administration fee: GBP12,500, management fee: GBP333,000;
performance incentive fee: GBP339,000) (31 December 2020:
GBP284,500; 30 June 2021: GBP1,173,500).
Albion Capital Group LLP is, from time to time, eligible to
receive arrangement fees and monitoring fees from portfolio
companies. During the period to 31 December 2021, fees of GBP47,000
attributable to the investments of the Company were received
pursuant to these arrangements (31 December 2020: GBP89,000; 30
June 2021: GBP223,000).
Albion Capital Group LLP, its partners and staff hold 1,407,352
Ordinary shares in the Company as at 31 December 2021.
6. Dividends
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2021 31 December 2020 30 June 2021
GBP'000 GBP'000 GBP'000
-----------------------------------------------------
Special dividend of 2.00 pence per share paid on 30
October 2020 - 3,940 3,940
First interim dividend of 0.83 pence per share paid
on 30 November 2020 - 1,642 1,642
Second interim dividend of 0.78 pence per share paid
on 31 March 2021 - - 1,744
First interim dividend of 0.87 pence per share and
special dividend of 1.50 pence per share paid on 30
November 2021 5,263 - -
Unclaimed dividends - - (12)
----------------- ----------------- -------------
5,263 5,582 7,314
----------------- ----------------- -------------
In addition, the Board has declared a second interim dividend of
0.84 pence per share for the year ending 30 June 2022. This will be
paid on 31 March 2022 to shareholders on the register on 11 March
2022. This is expected to amount to approximately GBP2,134,000.
7. Basic and diluted return/(loss) per share
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2021 31 December 2020 30 June 2021
Revenue Capital Total Revenue Capital Total Revenue Capital Total
--------------------------------------------------------- ------- ------- ----- ------- ------- ----- ------- ------- ------
Return/(loss) attributable to equity shares (GBP'000) 190 2,789 2,979 (33) 1,658 1,625 (63) 11,526 11,463
------- ------- ----- ------- ------- ----- ------- ------- ------
Weighted average shares in issue (adjusting for treasury
shares) 223,013,411 197,216,343 206,558,772
----------------------- ----------------------- ------------------------
Return/(loss) attributable per Ordinary share (pence)
(basic and diluted) 0.09 1.25 1.34 (0.02) 0.84 0.82 (0.03) 5.58 5.55
------- ------- ----- ------- ------- ----- ------- ------- ------
The return/(loss) per share has been calculated after adjusting
for treasury shares of 31,228,496 (31 December 2020: 24,990,875; 30
June 2021: 28,895,986).
There are no convertible instruments, derivatives or contingent
share agreements in issue, and therefore no dilution affecting the
return/(loss) per share. The basic return/(loss) per share is
therefore the same as the diluted return/(loss) per share.
8. Called up share capital
Allotted, called up and fully paid Ordinary shares Unaudited Unaudited Audited
of 1 penny each 31 December 2021 31 December 2020 30 June 2021
---------------------------------------------------
Number of shares 254,666,956 222,945,670 252,120,092
Nominal value of allotted shares (GBP'000) 2,547 2,229 2,521
Voting rights (number of shares net of treasury
shares) 223,438,460 197,954,795 223,224,106
During the period to 31 December 2021 the Company purchased
2,332,510 Ordinary shares (nominal value GBP23,000) for treasury at
a cost of GBP757,000. The total number of Ordinary shares held in
treasury as at 31 December 2021 was 31,228,496 (31 December 2020:
24,990,875; 30 June 2021: 28,895,986) representing 12.3 per cent.
of the Ordinary shares in issue as at 31 December 2021.
Under the terms of the Dividend Reinvestment Scheme Circular
dated 26 February 2009, the following new Ordinary shares of
nominal value 1 penny per share were allotted during the
period:
Number of
Allotment shares Aggregate nominal value of shares Issue price Net invested Opening market price on allotment date
date allotted (GBP'000) (pence per share) (GBP'000) (pence per share)
----------
30
November
2021 2,546,864 25 33.25 829 31.80
---------- --------- --------------------------------- ------------------ ------------ --------------------------------------
9. Contingencies and guarantees
As at 31 December 2021 the Company had no financial commitments
in respect of investments (31 December 2020: GBPnil; 30 June 2021:
GBPnil).
There are no external contingencies or guarantees of the Company
as at 31 December 2021 (31 December 2020: GBPnil; 30 June 2021:
GBPnil).
10. Post balance sheet events
Since 31 December 2021 the Company has had the following post
balance sheet events:
-- Investment of GBP846,000 in an existing portfolio company, TransFICC
Limited;
-- Investment of GBP672,000 in a new portfolio company, Perchpeek Limited;
-- Investment of GBP615,000 in an existing portfolio company, Seldon
Technologies Limited;
-- Investment of GBP445,000 in an existing portfolio company, Cantab
Research Limited (T/A Speechmatics);
-- Investment of GBP152,000 in an existing portfolio company, NuvoAir
Holdings Inc.; and
-- Investment of GBP83,000 in an existing portfolio company, Koru Kids
Limited.
Since 31 December 2021, the Company issued the following new
Ordinary shares of nominal value 1 penny each under the Albion
VCTs' Prospectus Top Up Offers 2021/22:
Aggregate nominal
Number of value
Date of shares of shares Issue price Net consideration received Opening market price on allotment date
allotment allotted (GBP'000) (pence per share) (GBP'000) (pence per share)
----------
25
February
2022 2,622,491 26 34.30 886 32.20
25
February
2022 1,032,741 10 34.50 349 32.20
25
February
2022 27,010,348 270 34.70 9,139 32.20
30,665,580 10,374
---------- --------------------------
11. Related party transactions
Other than transactions with the Manager as disclosed in note 5,
there are no other related party transactions requiring
disclosure.
12. Going concern
The Board has conducted a detailed assessment of the Company's
ability to meet its liabilities as they fall due. Cash flow
forecasts are updated and discussed quarterly at Board level and
have been stress tested to allow for the forecasted impact of
coronavirus (Covid-19). The Board have revisited and updated their
assessment of liquidity risk and concluded that it remains
unchanged since the last Annual Report and Financial Statements.
Further details can be found on page 74 of those accounts.
The portfolio of investments is diversified in terms of sector,
and the major cash outflows of the Company (namely investments,
dividends and share buy-backs) are within the Company's control.
Accordingly, after making diligent enquiries, the Directors have a
reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future. For
this reason, the Directors have adopted the going concern basis in
preparing this Half-yearly Financial Report and this is in
accordance with the Guidance on Risk Management, Internal Control
and Related Financial and Business Reporting issued by the
Financial Reporting Council.
13. Risks and uncertainties
In addition to the risks and uncertainties outlined in the
Interim management report, the Board confirms that the following
major risks and uncertainties facing the Company have not
materially changed from those identified in the Annual Report and
Financial Statements for the year ended 30 June 2021. The Board
considers that the processes for mitigating these risks remain
appropriate. The principal risks faced by the Company are:
1. Investment, performance and valuation risk;
2. VCT approval risk;
3. Regulatory and compliance risk;
4. Operational and internal control risk;
5. Economic, political and social risk;
6. Emerging risks;
7. Market value of Ordinary shares; and
8. Reputational risk.
A detailed explanation of the above principal risks facing the
Company and how they are being mitigated can be found in the Annual
Report and Financial Statements for the year ended 30 June 2021 on
pages 19 to 21, copies of which are available on the Company's
webpage on the Manager's website at www.albion.capital/funds/CRWN
under the 'Financial Reports and Circulars' section.
14. Other information
The information set out in the Half-yearly Financial Report does
not constitute the Company's statutory accounts within the terms of
section 434 of the Companies Act 2006 for the periods ended 31
December 2021 and 31 December 2020 and is unaudited. The financial
information for the year ended 30 June 2021 does not constitute
statutory accounts within the terms of section 434 of the Companies
Act 2006 and is derived from the statutory accounts for the
financial year, which have been delivered to the Registrar of
Companies. The Auditor's report on those accounts was unqualified
and did not contain statements under s498 (2) or (3) of the
Companies Act 2006.
15. Publication
This Half-yearly Financial Report is being sent to shareholders
and copies will be made available to the public at the registered
office of the Company, Companies House, the National Storage
Mechanism and also electronically at
www.albion.capital/funds/CRWN.
Attachment
-- Investment portfolio by sector as at 31 December 2021
https://ml-eu.globenewswire.com/Resource/Download/32a2656f-2251-4776-b040-a871f6f5be87
(END) Dow Jones Newswires
March 01, 2022 09:00 ET (14:00 GMT)
Copyright (c) 2022 Dow Jones & Company, Inc.
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